SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         ------------------------------

                                    FORM 10-Q


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                       For the quarter ended June 30, 2000

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number 333-33572

                                 --------------

                        DIAMOND TRIUMPH AUTO GLASS, INC.
             (Exact name of registrant as specified in its charter)


              DELAWARE                                          23-2758853
    (State or other jurisdiction of                          (I.R.S. Employer
     incorporation or organization)                         Identification No.)

                220 DIVISION STREET, KINGSTON, PENNSYLVANIA 18704
          (Address, including zip code of principal executive offices)

                                 (570) 287-9915
              (Registrant's telephone number, including area code)

            Indicate  by check mark  whether  the  registrant  (1) has filed all
     reports to be filed by Section 13 or Section  15(d) of the  Securities  and
     Exchange  Act of 1934 during the  preceding  12 months (or for such shorter
     period that the registrant was required to file such reports),  and (2) has
     been subject to such filing requirements for the past 90 days. Yes [X]
     No [ ]

            As of August 10, 2000,  there were 1,000,000  shares  outstanding of
     Diamond's  Common Stock ($.01 par value) and 35,000 shares  outstanding  of
     Diamond's Series A 12% Senior Redeemable  Cumulative  Preferred Stock ($.01
     par value).

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                                    Form 10-Q
                       For the Quarter Ended June 30, 2000

                                      INDEX

                                                                       Page No.
                                                                       --------

Part I. Financial Information

   Item 1.    Financial Statements

              Condensed Balance Sheets -
                  June 30, 2000 and December 31, 1999......................   3

              Condensed Statements of Operations - Three Months Ended
                  June 30, 2000 and 1999...................................   4

              Condensed Statements of Operations - Six Months Ended
                  June 30, 2000 and 1999...................................   5

              Condensed Statements of Cash Flows - Six Months Ended
                  June 30, 2000 and 1999...................................   6

              Notes to Condensed Financial Statements......................   7

   Item 2.    Management's Discussion and Analysis of Financial
                 Condition and Results of Operation........................   8

Part II. Other Information

   Item 2.    Changes in Securities and Use of Proceeds....................  12

   Item 6.    Exhibits and Reports on Form 8-K.............................  12

              Signature....................................................  13


                                       2

<PAGE>

                                     PART I
                             FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                            CONDENSED BALANCE SHEETS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>

                                                                                June 30, 2000    December 31, 1999
                                                                              ---------------    -----------------
                                                                                (Unaudited)
ASSETS
Current assets:
<S>                                                                                    <C>                 <C>
  Cash and cash equivalents                                                            $44                 $94
  Accounts receivable, net                                                          15,452              10,895
  Other receivables                                                                    396                 189
  Inventories                                                                       11,714              12,620
  Prepaid expenses                                                                     988                 962
  Deferred income taxes                                                              3,081               3,081
                                                                            ---------------      --------------
Total current assets                                                                31,675              27,841
                                                                            ---------------      --------------

Equipment and leasehold improvements, net                                            6,727               7,693

Deferred loan costs and senior notes discount, net                                   6,532               7,502
Deferred income taxes                                                               42,592              44,082
Other assets                                                                           408                 401
                                                                            ---------------      --------------
Total assets                                                                       $87,934             $87,519
                                                                            ===============      ==============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                                                 $11,149              $7,950
  Accrued expenses:
      Payroll and related items                                                      3,383               3,314
      Accrued interest                                                               2,344               2,363
      Accrued income taxes                                                           1,406               1,216
      Other                                                                            675                 362
                                                                            ---------------      --------------
 Total accrued expenses                                                              7,808               7,255
                                                                            ---------------      --------------
 Total current liabilities                                                          18,957              15,205
                                                                            ---------------      --------------
Long-term debt:
  Credit facility                                                                    1,500               7,500
  Senior notes                                                                     100,000             100,000
                                                                            ---------------      --------------
Total long-term debt                                                               101,500             107,500
                                                                            ---------------      --------------
      Total liabilities                                                            120,457             122,705
                                                                            ---------------      --------------

Series A 12% senior redeemable  cumulative  preferred stock -
      par value $0.01 per share; authorized 100,000 shares; issued
      and outstanding 35,000 shares in 2000 and 1999, at liqudation
      preference value                                                              45,667              43,046
                                                                            ---------------      --------------
Stockholders' equity (deficit):
Common stock, 2000 and 1999 par value $0.01 per share; authorized
      1,100,000 shares; issued and outstanding 1,000,000 shares                         10                  10
Additional paid-in capital                                                          50,126              52,747
Retained earnings (accumulated deficit)                                           (128,326)           (130,989)
                                                                            ---------------      --------------
    Total stockholders' equity (deficit)                                           (78,190)            (78,232)
                                                                            ---------------      --------------
Total liabilities and stockholders' equity (deficit)                               $87,934             $87,519
                                                                            ===============      ==============
</TABLE>

                   See notes to condensed financial statements

                                       3

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                             (Dollars in Thousands)

                                          Three Months Ended  Three Months Ended
                                             June 30, 2000      June 30, 1999
                                          ------------------  ------------------
Net sales                                         $49,153           $43,361
Cost of sales                                      15,407            13,228
                                               ----------        ----------
Gross profit                                       33,746            30,133

Operating expenses                                 27,799            25,393
                                               ----------        ----------
Income from operations                              5,947             4,740

Other (income) expense:
     Interest income                                   (6)               (1)
     Interest expense                               2,677             2,800
                                               ----------        ----------
                                                    2,671             2,799
                                               ----------        ----------
Income before provision for income taxes            3,276             1,941

Provision for income taxes                          1,306               777
                                               ----------        ----------
Net income                                          1,970             1,164

Preferred stock dividends                           1,329             1,182
                                               ----------        ----------
Net income (loss) applicable to common
  stockholders                                       $641              ($18)
                                               ==========        ==========


                   See notes to condensed financial statements


                                       4

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
                             (Dollars in Thousands)

                                           Six Months Ended     Six Months Ended
                                             June 30, 2000       June 30, 1999
                                           ----------------     ----------------
Net sales                                         $93,818             $84,773
Cost of sales                                      29,271              26,070
                                               -----------         ----------
Gross profit                                       64,547              58,703

Operating expenses                                 53,838              49,159
                                               -----------         ----------
Income from operations                             10,709               9,544

Other (income) expense:
     Interest income                                  (44)                (12)
     Interest expense                               5,483               5,518
                                               -----------         ----------
                                                    5,439               5,506
                                               -----------         ----------
Income before provision for income taxes and
      extraordinary loss on extinguishment
      of debt                                       5,270               4,038

Provision for income taxes                          2,103               1,615
                                               -----------         ----------
Net income before extraordinary item                3,167               2,423

Extraordinary loss on extinguishment of debt,
      net of income taxes of $336                     504                   -
                                               -----------         ----------
Net income                                          2,663               2,423

Preferred stock dividends                           2,621               2,329
                                               -----------         ----------
Net income applicable to common stockholders          $42                 $94
                                               ===========         ==========


                   See notes to condensed financial statements


                                       5

<PAGE>

                        DIAMOND TRIUMPH AUTO GLASS, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (Dollars in Thousands)

                                            Six Months Ended    Six Months Ended
                                             June 30, 2000        June 30, 1999
                                            ----------------    ----------------
OPERATING ACTIVITIES
    Net cash provided by operating activities       $6,703               $191
                                                ----------         ----------
INVESTING ACTIVITIES
    Capital expenditures                             (444)             (1,294)
    Proceeds from sale of equipment                    18                  68
    Increase in other assets                           (8)                (21)
                                                ----------         ----------
Net cash used in investing activities                (434)             (1,247)
                                                ----------         ----------
FINANCING ACTIVITIES
  Net proceeds from bank facility                   8,750              12,500
  Payments on bank facility                       (14,750)            (11,500)
  Deferred loan cost                                 (319)                  -
                                                ----------         ----------
Net cash (used in)/provided by financing
  activities                                      ($6,319)             $1,000
                                                ----------         ----------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                         (50)                (56)

Cash and cash equivalents, beginning of period         94                 301
                                                ----------         ----------
Cash and cash equivalents, end of period              $44                $245
                                                ==========         ==========


                   See notes to condensed financial statements


                                       6

<PAGE>

                        Diamond Triumph Auto Glass, Inc.
                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

Note 1.           Significant Accounting Policies

                  These interim  financial  statements are unaudited but, in the
                  opinion of  management,  reflect all  adjustments  (consisting
                  only of normal  recurring  adjustments)  necessary  to present
                  fairly  the data for  these  periods.  The  interim  financial
                  statements  should  be read in  conjunction  with the  audited
                  financial  statements and notes thereto contained in Diamond's
                  Annual Report on Form 10-K for the fiscal year ended  December
                  31,  1999.  Diamond's  results  for  interim  periods  are not
                  normally  indicative  of results to be expected for the fiscal
                  year. Diamond's business is somewhat seasonal,  with the first
                  and fourth calendar quarters of each year traditionally  being
                  its slowest  periods of activity.  This reduced level of sales
                  has historically  resulted in less operating income during the
                  first and fourth calendar  quarters of each year. The severity
                  of weather also has an impact on Diamond's sales and operating
                  income, with severe winter weather generating  increased sales
                  and income and mild winters generating lower sales and income.

                  Deferred Loan Costs - In March 2000, unamortized deferred loan
                  costs of $504 (net of income taxes of $336) related to the old
                  revolving  credit  facility were recorded as an  extraordinary
                  loss on the  extinguishment  of outstanding debt under the old
                  credit  facility,  which was repaid with borrowings  under the
                  new credit facility.

                  Preferred  Stock - At June 30, 2000 and December 31, 1999, the
                  liquidation value of the Preferred Stock recorded on Diamond's
                  Balance  Sheet was $45,667 and  $43,046,  respectively,  which
                  includes dividends of $10,667 and $8,046, respectively,  added
                  to the liquidation value.

                  Long-Term Debt:

                  Credit  Facility - On March 27, 2000,  Diamond  entered into a
                  new credit  facility.  The new credit  facility has an initial
                  term of four years and provides for  revolving  advances of up
                  to the lesser of: (1) $25,000; (2) the sum of 85% of Diamond's
                  Eligible  Accounts  Receivable  (as  defined in the new credit
                  facility) plus 85% of Diamond's Eligible Inventory (as defined
                  in the new credit facility),  less certain reserves; or (3) an
                  amount equal to 1.5 times Diamond's  EBITDA (as defined in the
                  new credit facility) for the prior twelve months. A portion of
                  the new credit  facility,  not to exceed $3,000,  is available
                  for the  issuance of letters of credit.  Borrowings  under the
                  new credit facility bear interest, at Diamond's discretion, at
                  either the Chase  Manhattan  Bank Rate (as  defined in the new
                  credit  facility)  or  LIBOR,  plus a margin  of 0.50% for the
                  Chase  Manhattan  Rate  and  2.25%  for  the  LIBOR  Rate.  In
                  addition,  a  commitment  fee of 0.25% is charged  against any
                  unused balance of the new credit facility.  Interest rates are
                  subject to increases or reductions  based upon Diamond meeting
                  certain EBITDA levels. The proceeds of the new credit facility
                  are available for working capital requirements and for general
                  corporate  purposes.  The new  credit  facility  is secured by
                  first priority security interests in all of Diamond's tangible
                  and intangible  assets.  In addition,  the new credit facility
                  contains certain restrictive covenants including,  among other
                  things,  the  maintenance  of a minimum  EBITDA  level for the
                  prior twelve  months,  as well as  restrictions  on additional
                  indebtedness,   dividends   and  certain   other   significant
                  transactions.

                  Senior Notes - On April 27, 2000,  Diamond  commenced an offer
                  to exchange up to $100,000,000 in aggregate  principal  amount
                  of its new 9 1/4% Senior  Notes due 2008 (the "New Notes") for
                  any and all of its  outstanding  9 1/4% Senior  Notes due 2008
                  (the   "Old   Notes").   The   terms  of  the  New  Notes  are
                  substantially  identical to the terms of the Old Notes, except
                  for certain  transfer  restrictions  and  registration  rights
                  relating to the Old Notes.  The exchange offer relating to the
                  New Notes was registered  under the Securities Act of 1933, as
                  amended,   pursuant  to  a  registration  statement  that  was
                  declared  effective by the Securities and Exchange  Commission
                  on April  27,  2000.  In June  2000,  the  exchange  offer was
                  consummated  with  100% of the  outstanding  Old  Notes  being
                  exchanged for the New Notes.

                                       7

<PAGE>

ITEM 2.           MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION
                  AND RESULTS OF OPERATIONS

                  Results of Operations

                  The following table summarizes Diamond's historical results of
                  operations   and   historical   results  of  operations  as  a
                  percentage  of sales for the six and three  months  ended June
                  30, 2000 and 1999.
<TABLE>
<CAPTION>

                                           Six Months Ended June 30,            Three Months Ended June 30,
                                       --------------------------------        -----------------------------
                                             2000           1999                    2000          1999
                                       ---------------  ---------------        -------------  --------------
                                          $       %       $       %              $      %       $      %
                                       ------   ------  ------  -----          ------  -----  -----  ----
                                              (dollars in millions)               (dollars in millions)

<S>                                      <C>     <C>     <C>    <C>            <C>    <C>     <C>    <C>
Net Sales ..........................     93.8    100.0   84.8   100.0          49.2   100.0   43.3   100.0
Cost of Sales ......................     29.3     31.2   26.1    30.8          15.4    31.3   13.2    30.5
                                         ----    -----   ----   -----          ----   -----   ----   -----
Gross Profit .......................     64.5     68.8   58.7    69.2          33.8    68.7   30.1    69.5
Operating Expenses .................     53.8     57.4   49.2    58.0          27.8    56.5   25.4    58.7
                                         ----    -----   ----   -----          ----   -----   ----   -----
Income From Operations .............     10.7     11.4    9.5    11.2           6.0    12.2    4.7    10.9
Interest Income ....................     (0.1)    (0.1)    --      --            --      --     --      --
Interest Expense ...................      5.5      5.9    5.5     6.5           2.7     5.5    2.8     6.5
                                         ----    -----   ----   -----          ----   -----   ----   -----
                                          5.4      5.8    5.5     6.5           2.7     5.5    2.8     6.5
                                         ----    -----   ----   -----          ----   -----   ----   -----
Income before provision for income
 taxes and extraordinary
 loss on etinguishment of debt .....      5.3      5.7    4.0     4.7           3.3     6.7    1.9     4.4
Provision for income taxes .........      2.1      2.2    1.6     1.9           1.3     2.6    0.7     1.6
                                         ----    -----   ----   -----          ----   -----   ----   -----
Net income before extraordinary item      3.2      3.4    2.4     2.8           2.0     4.1    1.2     2.8
Extraordinary loss on extinguishment
  of debt, net of taxes ............      0.5      0.5     --      --            --      --     --      --
                                         ----    -----   ----   -----          ----   -----   ----   -----
Net income .........................      2.7      2.9    2.4     2.8           2.0     4.1    1.2     2.8
                                         ====    =====   ====   =====          ====   =====   ====   =====
EBITDA (1) .........................     12.2     13.0   10.8    12.7           6.7    13.6    5.4    12.5

</TABLE>

               ---------
                  (1) EBITDA represents  income before taxes,  interest expense,
                  depreciation  and  amortization  expense.  While EBITDA is not
                  intended to represent cash flow from  operations as defined by
                  GAAP and should not be considered as an indicator of operating
                  performance  or an  alternative  to cash flow (as  measured by
                  GAAP) as a measure  of  liquidity,  it is  included  herein to
                  provide  additional  information  with  respect  to  Diamond's
                  ability to meet its future debt service,  capital  expenditure
                  and working capital requirements.

                  Six Months  Ended June 30, 2000  Compared to Six Months  Ended
                  June 30, 1999

                           Net Sales.  Net sales for the six  months  ended June
                  30, 2000 increased by $9.0 million, or 10.6%, to $93.8 million
                  from $84.8  million  for the six months  ended June 30,  1999.
                  Replacement  unit volume  increased 3.4% during the six months
                  ended June 30, 2000  compared to the six months ended June 30,
                  1999.  Diamond  experienced an increase in its average revenue
                  per  replacement  unit for the six months  ended June 30, 2000
                  compared to the six months ended June 30,  1999.  The increase
                  in  Diamond's   average  revenue  per  replacement   unit  was
                  primarily  attributable  to an increase  in demand  related to
                  inclement weather  conditions  experienced  throughout a large
                  portion of Diamond's  network in the first quarter of 2000 and
                  an   increased   percentage   of   higher   revenue-generating
                  replacement  units.  In addition,  during the six months ended
                  June 30,  2000,  there was a net  opening  of two new  service
                  centers.

                                       8

<PAGE>

                           Gross  Profit.  Gross profit for the six months ended
                  June 30, 2000  increased by $5.8  million,  or 9.9%,  to $64.5
                  million  from $58.7  million for the six months ended June 30,
                  1999.  The  increase in gross  profit for the six months ended
                  June 30,  2000 was due to an increase in net sales and average
                  revenue per replacement unit as discussed above.  Gross profit
                  as a percentage of net sales for the six months ended June 30,
                  2000  decreased  to 68.8% from 69.2% for the six months  ended
                  June 30, 1999. The decrease in gross profit percentage for the
                  six  months  ended  June 30,  2000 was due to an  increase  in
                  product costs  compared to the six months ended June 30, 1999,
                  which was partially  offset by an increase in average  revenue
                  per replacement unit.

                           Operating  Expenses.  Operating  expenses for the six
                  months ended June 30, 2000 increased by $4.6 million, or 9.3%,
                  to $53.8  million from $49.2  million for the six months ended
                  June 30, 1999. The increase in operating  expenses for the six
                  months ended June 30, 2000 was primarily  attributable  to the
                  expansion of capacity within Diamond's existing service center
                  network and an increase in vehicle related expenses, primarily
                  increased  fuel costs.  Operating  expenses as a percentage of
                  sales  decreased  to 57.4% for the six  months  ended June 30,
                  2000 from 58.0% for the six months  ended June 30,  1999.  The
                  decrease in  operating  expenses as a  percentage  of sales is
                  primarily  attributable  to  an  increase  in  net  sales  and
                  increased  efficiencies  within  the  service  center and back
                  office operations.

                           Depreciation and amortization  expense for the period
                  ending June 30, 2000 increased by $0.2 million,  or 16.7%,  to
                  $1.4  million  from $1.2  million for the same period in 1999.
                  This increase is  attributable  to an increase in amortization
                  expense  related  to  the  implementation  of  certain  sales,
                  billing and financial systems software.

                           Income From  Operations.  Income from  operations was
                  $10.7  million  for the six months  ended June 30, 2000 versus
                  $9.5 million for the same period ending June 30, 1999.  Income
                  from  operations as a percentage  of sales  increased to 11.4%
                  for the six months  ended June 30, 2000 from 11.2% for the six
                  months ended June 30, 1999. The increases were attributable to
                  the  increase in net sales and gross  profit and a decrease in
                  operating expenses as a percentage of sales due to the factors
                  discussed above.

                           Interest Expense. Interest expense for the six months
                  ended June 30,  2000 and June 30,  1999  remained  constant at
                  $5.5 million.  Cash interest  expense was $5.0 million for the
                  six months  ended June 30, 2000  compared to $5.1  million for
                  the six months ended June 30, 1999.

                           Net  Income  Before  Extraordinary  Item.  Net income
                  before the  extraordinary  item for the six months  ended June
                  30, 2000 increased by $0.8 million,  or 33.3%, to $3.2 million
                  from $2.4 million for the six months ended June 30, 1999. This
                  increase was due to the $1.2  million  increase in income from
                  operations as discussed above.

                           Net Income.  Net income for the six months ended June
                  30, 2000 increased by $0.3 million,  or 12.5%, to $2.7 million
                  from $2.4 million for the six months ended June 30, 1999.  Net
                  income as a percentage of sales  increased to 2.9% for the six
                  months  ended June 30, 2000 from 2.8% for the six months ended
                  June 30,  1999.  The  increase  in net  income  and net income
                  margin  during the six months ended June 30, 2000  compared to
                  the six months  ended June 30, 1999 was  primarily  due to the
                  increase in income from  operations as discussed  above.  This
                  increase was offset by a $0.5 million  extraordinary loss, net
                  of taxes,  related to the extinguishment of debt under the old
                  credit  facility,  which was repaid with borrowings  under the
                  new credit facility.

                           EBITDA.  EBITDA was $12.2  million for the six months
                  ended June 30, 2000, representing an increase of $1.4 million,
                  or 13.0%,  as  compared  to $10.8  million  for the six months
                  ended June 30, 1999. EBITDA as a percentage of sales increased
                  to 13.0% for the six months ended June 30, 2000 from 12.7% for
                  the six months ended June 30, 1999. The increase in EBITDA and
                  EBITDA  margin  for the six  months  ended  June 30,  2000 was
                  primarily  due to the  increase  in sales  compared to the six
                  months  ended  June 30,  1999,  and a  decrease  in  operating
                  expenses as a percentage of sales as discussed above.

                                       9

<PAGE>

                  Three  Months  Ended June 30, 2000  Compared  to Three  Months
                  Ended June 30, 1999

                           Net Sales.  Net sales for the three months ended June
                  30, 2000 increased by $5.9 million, or 13.6%, to $49.2 million
                  from $43.3  million for the three  months ended June 30, 1999.
                  Replacement unit volume increased 3.2% during the three months
                  ended June 30, 2000  compared to the three  months  ended June
                  30,  1999.  Diamond  experienced  an  increase  in its average
                  revenue per  replacement  unit for the three months ended June
                  30, 2000 compared to the three months ended June 30, 1999. The
                  increase in Diamond's average revenue per replacement unit was
                  primarily  attributable  to an increased  percentage of higher
                  revenue-generating replacement units.

                           Gross Profit. Gross profit for the three months ended
                  June 30, 2000  increased by $3.7 million,  or 12.3%,  to $33.8
                  million from $30.1 million for the three months ended June 30,
                  1999.  The increase in gross profit for the three months ended
                  June 30,  2000 was due to an increase in net sales and average
                  revenue per replacement unit as discussed above.  Gross profit
                  as a  percentage  of net sales for the three months ended June
                  30, 2000  decreased  to 68.7% from 69.5% for the three  months
                  ended June 30, 1999.  The decrease in gross profit  percentage
                  for  the  three  months  ended  June  30,  2000  was due to an
                  increase in product  costs  compared to the three months ended
                  June 30, 1999,  which was  partially  offset by an increase in
                  average revenue per replacement unit.

                           Operating Expenses.  Operating expenses for the three
                  months ended June 30, 2000 increased by $2.4 million, or 9.4%,
                  to $27.8 million from $25.4 million for the three months ended
                  June 30,  1999.  The  increase in  operating  expenses for the
                  three months ended June 30, 2000 was primarily attributable to
                  the expansion of capacity within  Diamond's  existing  service
                  center  network and an increase in vehicle  related  expenses,
                  primarily  increased  fuel  costs.  Operating  expenses  as  a
                  percentage  of sales  decreased  to 56.5% for the three months
                  ended June 30, 2000 from 58.7% for the three months ended June
                  30, 1999.  The decrease in operating  expenses as a percentage
                  of sales is primarily attributable to an increase in net sales
                  and increased  efficiencies within the service center and back
                  office operations.

                           Depreciation and amortization  expense for the period
                  ending June 30, 2000 increased by $0.1 million,  or 16.7%,  to
                  $0.7  million  from $0.6  million for the same period in 1999.
                  This increase is  attributable  to an increase in amortization
                  expense  related  to  the  implementation  of  certain  sales,
                  billing and financial systems software.

                           Income  From   Operations.   Income  from  operations
                  increased by $1.3 million, or 27.7%, to $6.0 million from $4.7
                  million for the three months ended June 30, 1999.  Income from
                  operations as a percentage of sales increased to 12.2% for the
                  three  months  ended  June 30,  2000 from  10.9% for the three
                  months ended June 30, 1999. These increases were  attributable
                  to the  increase in net sales and gross profit and decrease in
                  operating expenses as a percentage of sales due to the factors
                  discussed above.

                           Interest  Expense.  Interest  expense  for the  three
                  months  ended June 30,  2000  decreased  $0.1  million to $2.7
                  million  from $2.8 million for the three months ended June 30,
                  1999.  Cash  interest  expense was $2.4  million for the three
                  months  ended June 30, 2000  compared to $2.5  million for the
                  three months ended June 30, 1999.

                           Net  Income.  Net income for the three  months  ended
                  June 30, 2000  increased by $0.8  million,  or 66.7%,  to $2.0
                  million  from $1.2 million for the three months ended June 30,
                  1999.  Net income as a percentage  of sales  increased to 4.1%
                  for the three  months  ended  June 30,  2000 from 2.8% for the
                  three months  ended June 30, 1999.  The increase in net income
                  and net income  margin  during the three months ended June 30,
                  2000  compared  to the three  months  ended June 30,  1999 was
                  primarily due to the higher income from  operations  and lower
                  interest expense as discussed above.

                           EBITDA.  EBITDA was $6.7 million for the three months
                  ended June 30, 2000, representing an increase of $1.3 million,
                  or 24.1%,  as  compared to $5.4  million for the three  months
                  ended June 30, 1999. EBITDA as a percentage of sales increased
                  to 13.6% for the three  months  ended June 30, 2000 from 12.5%
                  for the three  months  ended June 30,  1999.  The  increase in
                  EBITDA and EBITDA  margin for the three

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<PAGE>

                  months ended June 30, 2000 was  primarily  due to the increase
                  in net sales  compared to the three months ended June 30, 1999
                  and a decrease in operating  expenses as a percentage of sales
                  as discussed above.

                  Liquidity and Capital Resources

                           Diamond's  need for  liquidity  will arise  primarily
                  from the interest  payable on the senior notes, the new credit
                  facility and the funding of Diamond's capital expenditures and
                  working capital requirements. There are no mandatory principal
                  payments on the senior notes prior to their  maturity on April
                  1, 2008 and, except to the extent that the amount  outstanding
                  under the new  credit  facility  exceeds  the  borrowing  base
                  thereunder,  no  required  payments  of  principal  on the new
                  credit facility prior to its expiration on March 27, 2004.

                           Net Cash Provided by Operating  Activities.  Net cash
                  provided by operating activities for the six months ended June
                  30, 2000  increased  by $6.5 million to $6.7 million from $0.2
                  million for the six months ended June 30,  1999.  The increase
                  was   primarily   attributable   to  lower   working   capital
                  requirements in the six months ended June 30, 2000 compared to
                  the six months ended June 30, 1999. In particular, there was a
                  decrease in  inventory  for the six months ended June 30, 2000
                  of $0.9 million compared to a $1.2 million inventory  increase
                  for the six months ended June 30, 1999. In addition,  accounts
                  receivable  increased  $5.1  million for the six months  ended
                  June 30, 2000 compared to a $6.7 million  increase for the six
                  months ended June 30, 1999.

                           Net Cash Used in Investing Activities.  Net cash used
                  in investing activities for the six months ended June 30, 2000
                  was $0.4  million  compared to $1.2  million in the six months
                  ended June 30, 1999. The primary reason for the variance was a
                  decrease in capital expenditures.

                           Net Cash Used  in/Provided  by Financing  Activities.
                  Net cash used by financing  activities in the six months ended
                  June 30,  2000  was  $6.3  million  compared  to $1.0  million
                  provided by financing  activities in the six months ended June
                  30, 1999.  During the six months ended June 30, 2000,  Diamond
                  repaid $6.0 million,  net of outstanding  borrowings under its
                  credit facility and paid $0.3 million in loan costs.

                           Capital  Expenditures.  Capital  expenditures for the
                  six months ended June 30, 2000 were $0.4 million,  as compared
                  to $1.3  million  for the six  months  ended  June  30,  1999.
                  Capital  expenditures  for the six months  ended June 30, 2000
                  were made primarily to fund the continued upgrade of Diamond's
                  management information systems.

                           Liquidity. Management believes that Diamond will have
                  adequate  capital  resources and liquidity to satisfy its debt
                  service   obligations,   working  capital  needs  and  capital
                  expenditure  requirements,  including  those  related  to  the
                  opening of new  service  centers for the  foreseeable  future.
                  Diamond's  capital  resources and liquidity are expected to be
                  provided  by   Diamond's   net  cash   provided  by  operating
                  activities and borrowings under the credit facility.

                  Forward-Looking Statements

                           Readers  are  cautioned  that  there  are  statements
                  contained   in  this   report   which  are   "forward-looking"
                  statements  within  the  meaning  of  the  Private  Securities
                  Litigation  Reform  Act of 1995 (the  "Act").  Forward-looking
                  statements  include statements which are predictive in nature,
                  which  depend  upon or refer to future  events or  conditions,
                  which  include   words  such  as   "expects,"   "anticipates,"
                  "intends,"  "plans,"   "believes,"   "estimates,"  or  similar
                  expressions.  In addition,  any statements  concerning  future
                  financial performance (including future revenues,  earnings or
                  growth rates),  ongoing business strategies or prospects,  and
                  possible future actions,  which may be provided by management,
                  are also  forward-looking  statements  as  defined by the Act.
                  Forward-looking  statements are based on current  expectations
                  and projections  about future events and are subject to risks,
                  uncertainties,  and  assumptions  about Diamond,  economic and
                  market  factors  and the  industries  in  which  Diamond  does
                  business,   among  other  things.  These  statements  are  not
                  guarantees of future  performance  and Diamond has no specific
                  intention to update these statements.

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<PAGE>

                           These    forward-looking    statements,    like   any
                  forward-looking  statements,  involve risks and  uncertainties
                  that could  cause  actual  results to differ  materially  from
                  those  projected or anticipated.  The risks and  uncertainties
                  include   the  effect  of  overall   economic   and   business
                  conditions,  the demand for  Diamond's  products and services,
                  regulatory  uncertainties,  the impact of competitive products
                  and  pricing,  changes in  customers'  ordering  patterns  and
                  potential  system  interruptions.  This  list  should  not  be
                  construed as exhaustive.  Our prospectus  dated April 27, 2000
                  relating to our exchange  offer  details some of the important
                  risk factors.

                                     PART II

                                OTHER INFORMATION

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

                  Recent Sales of Unregistered Securities

                           On March 31,  1998:  (1) Diamond  declared and paid a
                  dividend  of 3,500  shares of Series A 12%  Senior  Redeemable
                  Cumulative  Preferred  Stock  to each of  Kenneth  Levine  and
                  Richard   Rutta;   (2)  Kenneth   Levine  and  Richard   Rutta
                  transferred all of the issued and  outstanding  shares of each
                  of Diamond's  affiliated  entities to Diamond in consideration
                  for which Diamond issued  6,950,000  shares of Common Stock to
                  Kenneth Levine and Richard Rutta (which shares of Common Stock
                  were  subsequently  repurchased  by Diamond  other than 100,00
                  shares of Common  Stock  owned by each of  Kenneth  Levine and
                  Richard Rutta);  (3) Green Equity Investors II, L.P. purchased
                  (A) 770,000 shares of Common Stock for aggregate consideration
                  equal to $15.4 million,  and (B) 28,000 shares of Series A 12%
                  Senior Redeemable  Cumulative Preferred Stock for an aggregate
                  consideration  of $28.0  million;  and (4)  Norman  Harris and
                  Michael A. Sumsky  purchased an aggregate of 30,000  shares of
                  Common Stock for  aggregate  consideration  of  $600,000.  The
                  securities  issued in these  transactions  were not registered
                  under the Securities Act of 1933, as amended (the  "Securities
                  Act"),  pursuant to the exemption  provided under Section 4(2)
                  thereof for transactions not involving a public offering.

                           On March 31,  1998,  Diamond  sold $100.0  million in
                  aggregate principal amount of its 9 1/4% Senior Notes Due 2008
                  in a private offering to First Union Capital Markets, BT Alex.
                  Brown Incorporated and Donaldson, Lufkin & Jenrette Securities
                  Corporation.  The securities  issued in this  transaction were
                  not  registered  under  the  Securities  Act  pursuant  to the
                  exemption provided under Section 4(2) thereof for transactions
                  not involving a public offering.

                  Exchange Offer

                           On April  27,  2000,  Diamond  commenced  an offer to
                  exchange up to $100,000,000 in aggregate  principal  amount of
                  its new 9 1/4% Senior Notes due 2008 (the "New Notes") for any
                  and all of its  outstanding  9 1/4% Senior Notes due 2008 (the
                  "Old  Notes").  The terms of the New  Notes are  substantially
                  identical  to the terms of the Old Notes,  except for  certain
                  transfer  restrictions and registration rights relating to the
                  Old Notes.  The exchange  offer  relating to the New Notes was
                  registered  under  the  Securities  Act of 1933,  as  amended,
                  pursuant  to  a  registration   statement  that  was  declared
                  effective by the Securities  and Exchange  Commission on April
                  27, 2000. In June 2000, all of the  outstanding Old Notes were
                  exchanged for the New Notes.

         ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                           (a)      Exhibits

                                    Exhibit 27  - Financial Data Schedule

                           (b)      Reports on Form 8-K

                           There were no  reports  on Form 8-K filed  during the
                  quarter ended June 30, 2000.

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<PAGE>

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      DIAMOND TRIUMPH AUTO GLASS, INC.


Date: August 10, 2000                 By: /s/ Michael A. Sumsky
                                          --------------------------------------
                                          Name:  Michael A. Sumsky
                                          Title: Executive Vice President
                                                 Chief Financial Officer and
                                                 General Counsel (Principal
                                                 Financial and Chief Accounting
                                                 Officer)


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